Item 5.07 Submission of Matters to a Vote of Security Holders.
Ladenburg Thalmann Financial Services Inc., a Florida corporation (the
Company
) held its
2016 annual meeting of shareholders on May 18, 2016. Listed below are the matters voted upon and
the final results of such voting:
1. The Companys shareholders elected the individuals named below to serve as the Companys
directors until the next annual meeting of shareholders or until their respective successors are
elected and qualified:
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Name
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For
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Authority Withheld
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Broker Non-Votes
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Henry C. Beinstein
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125,631,044
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672,161
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37,344,765
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Phillip Frost, M.D.
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117,820,920
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8,482,285
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37,344,765
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Brian S. Genson
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124,769,311
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1,533,894
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37,344,765
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Saul Gilinski
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125,714,075
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589,130
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37,344,765
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Dr. Richard M. Krasno
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125,667,019
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636,186
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37,344,765
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Richard J. Lampen
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125,656,254
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646,951
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37,344,765
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Howard M. Lorber
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116,885,175
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9,418,030
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37,344,765
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Jeffrey S. Podell
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125,692,551
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610,654
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37,344,765
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Jacqueline M. Simkin
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125,675,206
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627,999
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37,344,765
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Mark Zeitchick
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125,313,613
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989,592
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37,344,765
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2. Approval, on an advisory basis, of the compensation of the Companys named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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122,461,987
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3,442,229
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398,989
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37,344,765
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3. The Companys shareholders selected one year as the frequency of future advisory votes on
executive compensation. The vote on such proposal was as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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120,977,432
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465,700
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4,661,347
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198,726
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37,344,765
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In accordance with its prior recommendation that an advisory vote on the compensation of the
Companys named executive officers occur every year and the shareholder voting results at the
Annual Meeting, in which one year received a plurality of the votes cast, the board of directors of
the Company has determined that future advisory votes on the compensation of the Companys named
executive officers will occur every year until the next advisory vote regarding frequency.
4. Approval of an amendment to the Companys Articles of Incorporation to increase the number of
shares of common stock authorized from 800,000,000 to 1,000,000,000 as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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157,621,130
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5,365,184
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661,656
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N/A
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A copy of the Articles of Amendment to the Articles of Incorporation, as filed with the Secretary
of State of the State of Florida on May 18, 2016, is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
5. Approval of an amendment to the Companys Articles of Incorporation to increase the number of
shares of preferred stock authorized from 25,000,000 to 50,000,000 as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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111,021,623
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15,182,463
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99,119
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37,344,765
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A copy of the Articles of Amendment to the Articles of Incorporation, as filed with the Secretary
of State of the State of Florida on May 18, 2016, is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
6. Ratification of the appointment of EisnerAmper LLP as the Companys independent registered
public accounting firm for 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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162,727,262
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805,606
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115,102
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N/A
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